v3.26.1
Acquisitions of Subsidiaries
 12 Months Ended
Mar. 31, 2026
Acquisitions of Subsidiaries [Abstract]  
ACQUISITIONS OF SUBSIDIARIES

NOTE 5 – ACQUISITIONS OF SUBSIDIARIES

 

On January 31, 2025, the Company entered into that certain Equity Exchange Agreement with Mr. Lingtao Kong and Ridgeline, pursuant to which the Company acquired from Mr. Kong all of the issued and outstanding ordinary shares of Ridgeline, the direct parent company of Allright, by issuing 14,833 ordinary shares to Mr. Kong. The Acquisition were approved by the Company’s shareholders at our annual general meeting of shareholders held on February 25, 2025, and were closed on February 28, 2025. Ridgeline owns all the issued and outstanding equity interests of Allright, which operates in the B2B sector, providing wholesale distribution through self-operated and third-party platforms, with a focus on pharmaceuticals, medical devices, health foods, cosmetics, and daily necessities

 

The fair value of the 14,833 ordinary shares issued was determined based on the closing market price of the Company’s ordinary shares on the acquisition date. Based on the closing market price of $241.5 on February 28, 2025, the acquisition-date fair value of the consideration transferred totaled $3,582,250.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition. Goodwill as a result of the acquisition of Ridgeline International Limited is calculated as follows:

 

Total purchase considerations for 100% equity interest purchase   $ 3,582,250  
Fair value of assets acquired:        
Cash and cash equivalents   $ 837,983  
Restricted cash     3,995,456  
Trade accounts receivables     4,998,140  
Inventories     1,904,532  
Other receivables, net     30,388  
Other current assets     93,263  
Property and equipment, net     3,299  
Intangible assets, net     2,087,109  
Total assets acquired     13,950,170  
Fair value of liabilities assumed:        
Accounts payable   $ 6,718,157  
Notes payable     4,532,086  
Other payables     42,686  
Taxes payable     16,947  
Deferred tax liabilities     521,777  
Total liabilities assumed     11,831,653  
Total net assets acquired     2,118,517  
Goodwill as a result of the acquisition   $ 1,463,733  

 

The following table presents Ridgeline International Limited’s statement of income for the period from the date of acquisition through March 31, 2025.

 

    From the
date of
acquisition
through
March 31,
2025		  
Revenue   $ 3,060,280  
Operating costs and expenses     2,904,704  
Income from operations     155,576  
Other income     321  
Income tax expense     38,974  
Net income     116,923  

 

The following condensed unaudited pro forma consolidated results of operations for the Company and Ridgeline International Limited for the years ended March 31, 2025, 2024, and 2023 present the results of operations of the Company and Ridgeline International Limited as if the acquisitions occurred on April 1, 2022.

 

The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisitions been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.

 

    For the years ended
March 31,		  
    2025     2024     2023  
    (Unaudited)     (Unaudited)     (Unaudited)  
Revenue   $ 75,566,508     $ 86,263,951     $ 53,075,095  
Operating costs and expenses     72,919,515       84,815,305       66,196,848  
Income (loss) from operations     2,646,993       1,448,646       (13,121,753 )
Other income (loss)     3,547       (1,412,695 )     (2,263,251 )
Income tax expense     218,561       (13,936 )     394,541  
Net income (loss)     2,431,979       49,887       (15,779,545 )